THE BEST ONE!!! UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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1. Issuer's Identity CIK (Filer ID Number) Previous Names None Entity Type 0001393283 ELKO VENTURES INC.
X Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify)
Name of Issuer North American Gold & Minerals Fund Jurisdiction of Incorporation/Organization NEVADA Year of Incorporation/Organization Over Five Years Ago X Within Last Five Years (Specify Year) 2007 Yet to Be Formed
2. Principal Place of Business and Contact Information Name of Issuer North American Gold & Minerals Fund Street Address 1 Street Address 2 848 N. RAINBOW BLVD #3003 City State/Province/Country ZIP/PostalCode Phone Number of Issuer LAS VEGAS NEVADA 89107 702.635.8146
3. Related Persons Last Name First Name Middle Name Lowenthal Ronald Yadin Street Address 1 Street Address 2 Renasa House 170 Oxford Road, Melrose City State/Province/Country ZIP/PostalCode Johannesburg, Gauteng SOUTH AFRICA 2196 Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
4. Industry Group Agriculture Banking & Financial Services
Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund
Is the issuer registered as an investment company under the Investment Company Act of 1940?
Yes No Other Banking & Financial Services Business Services Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care Manufacturing Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants Technology
Computers
Telecommunications
Other Technology Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel X Other
5. Issuer Size Revenue Range OR Aggregate Net Asset Value Range X No Revenues No Aggregate Net Asset Value $1 - $1,000,000 $1 - $5,000,000 $1,000,001 - $5,000,000 $5,000,001 - $25,000,000 $5,000,001 - $25,000,000 $25,000,001 - $50,000,000 $25,000,001 - $100,000,000 $50,000,001 - $100,000,000 Over $100,000,000 Over $100,000,000 Decline to Disclose Decline to Disclose Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 505 Rule 504 (b)(1)(i) X Rule 506 Rule 504 (b)(1)(ii) Securities Act Section 4(6) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c)
7. Type of Filing X New Notice Date of First Sale 2010-09-08 First Sale Yet to Occur Amendment
8. Duration of Offering Does the Issuer intend this offering to last more than one year? Yes X No
9. Type(s) of Securities Offered (select all that apply) X Equity Pooled Investment Fund Interests Debt Tenant-in-Common Securities Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)
10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No
Clarification of Response (if Necessary):
11. Minimum Investment Minimum investment accepted from any outside investor $258,073,107 USD
12. Sales Compensation Recipient Recipient CRD Number X None Western Diversified Mining Resources, Inc. None (Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None c/o Fortress Financial Group, Inc. None Street Address 1 Street Address 2 2780 So. Jones Blvd. #3532 City State/Province/Country ZIP/Postal Code Las Vegas NEVADA 89146 State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States
Foreign/non-US WYOMING
13. Offering and Sales Amounts Total Offering Amount $258,073,107 USD or Indefinite Total Amount Sold $258,073,107 USD Total Remaining to be Sold $0 USD or Indefinite
Clarification of Response (if Necessary): 29,334,212 shares of the Series B Preferred Stock at a price of US$2.20. These shares were issued in payment of the purchase price for a 46.84% shareholding in South Copperstone Inc.; this issue being to 1 (One) Accredited Investor.
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 1
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions $0 USD Estimate Finders' Fees $0 USD Estimate
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount. $0 USD Estimate
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. Issuer Signature Name of Signer Title Date North American Gold & Minerals Fund /s/ Ronald Yadin Lowenthal Ronald Yadin Lowenthal President & Chief Executive Officer 2010-12-09
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